Main Street AC, Inc. Outlines Potential for After-Tax Earnings of 38 to 48 Cents Per Share With 30% Revenue Growth.

Business Editors

SAN DIEGO--(BUSINESS WIRE)--Aug. 5, 2003

Main Street AC, Inc. (Pink Sheets:MFIT) believes the company acquisition approach and structure would deliver earnings of 38 to 48 cents per share if Main Street completes the investment of all of its authorized funds into private companies. Further, since each target company is relatively small, at around $10 million in size, Main Street believes these to-be-acquired businesses, if well funded, could typically grow at 30% per year. (In acquisition discussions, the first three candidates accepted, projected an average of 47% annual revenue growth.) Applying the appropriate PEG ratio to these possible after-tax earnings and growth numbers calculates to the potential for a significant increase in the Main Street share price over time.

The future potential follows because Main Street is authorized to raise $138 million to $172 million in public equity from the 27.5 million freely tradable warrants that are callable and already in the hands of the company's 1,400 current shareholders. By pledging these funds, Main Street looks to acquire private companies that will continue to be run by their founders. In addition to having operating freedom, these owners will participate very significantly in the free cash flow of their businesses. This program has been well received by private owners who may be too small to go public, too large for angel investors and reluctant to risk incurring significant additional debt. Main Street has already reserved 8% of equity funds it may receive from warrant exercise to fund the first three merger offers that have been accepted by the Board subject to the completion and approval of their respective definitive legal agreements.

The target purchase price for future mergers is 8x forward after-tax earnings. Individually, each owner must first meet his earnings target before cash from the transfer of his stock received may be drawn down by him, personally. If a particular forward after-tax earning target is not met, then Main Street claws back 110% of that shortfall from the owner. In this manner, Main Street's upcoming mergers are planned to be structured so that the ratio of share value delivered to complete the purchase, as compared to earnings, is always 8 to 1 or better.

The required after-tax earnings from owners to meet the 8-to-1 performance target if they receive $138 to $172 million should total to approximately $16 to $20 million after adjusting for projected headquarters costs. Also, at the conclusion to the hoped for warrant exercise and allocation of 100% of planned warrant proceeds, Main Street would then have 41.4 million shares outstanding. Those figures translate directly to 38 to 48 cents per share and represent Main Street potential future earnings for the acquisition model and structure described.

Main Street seeks to bring the benefits of the public market to solid private companies and pays at a multiple of post-merger after-tax earnings. We look to work with owners of good character who wish to stay at the helm for years to come, but need to release some equity for cash. Investors and business owners interested in the Main Street concept should investigate further and may contact Main Street AC, Inc. through its web-site at www.mainstreetac.com

Forward-Looking Statements

SAFE HARBOR STATEMENT

Certain statements contained on this press release, including statements regarding events and financial trends that may affect MSAC future operating results, financial position, stock price and cash flows, may constitute forward-looking statements within the meaning of the federal securities laws. These statements are based on our assumptions and estimates and are subject to risks and uncertainties. You can identify these forward-looking statements by the use of words like "strategy," "expects," "plans," "believes," "will," "would," "estimates," "intends," "feels," "projects," "goals," "targets" and other words of similar meaning. Pro Forma projections of possible earnings per share to better understand the structure are uncertain. They represent just one out of a range of much better to much worse results, down to and including financial collapse, that are all possible. You can also identify these and other forward-looking statements by the fact that they do not relate strictly to historical or current facts. For these statements, we claim the protection of the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.

There are a number of risks associated with any investment with Main Street. One large risk is that Main Street is a shell company that is launching what looks like a large stepped public offering for a number of small private companies under a common public umbrella. Shell companies, new listings, public offerings and acquisitions are all problematic and risky. Any investor seeking additional information on the company should reference the web sites listed above and call management at the phone numbers provided. Unless you understand Main Street's approach, strategy and capital structure, and feel comfortable because of long dealings or expert knowledge, don't invest your money here. There is a risk that you will lose 100% of your investment. As with any speculative venture, don't invest if you can't easily suffer a complete loss.

For further information contact:
Chester Billingsley, President
Main Street AC, Inc.
P.O. Box 1709
Ramona, CA 92065
1(760) 788-4700
[e-mail]